WLDN 8-K

Willdan Group, Inc. (WLDN)

8-K 2021-03-11 For: 2021-03-11

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Added on April 10, 2026

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐	Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Exhibit No.			Document

99.1			Press Release of Willdan Group, Inc. dated March 11, 2021.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101).


	WILLDAN GROUP, INC.


Date: March 11, 2021	By:	/s/ Stacy B. McLaughlin
		Stacy B. McLaughlin
		Chief Financial Officer (Principal Financial Officer)


	January 1,		December 27,
	2021		2019
Assets
Current assets:
Cash and cash equivalents	$	28,405	$	5,452
Accounts receivable, net of allowance for doubtful accounts of $2,127 and $1,147 at January 1, 2021 and December 27, 2019, respectively		60,403		57,504
Contract assets		62,426		101,418
Other receivables		6,405		4,845
Prepaid expenses and other current assets		5,564		6,254
Total current assets		163,203		175,473
Equipment and leasehold improvements, net		12,506		12,051
Goodwill		130,124		127,647
Right-of-use assets		20,130		22,297
Other intangible assets, net		64,256		76,837
Other assets		5,993		16,296
Deferred income taxes, net		14,111		9,312
Total assets	$	410,323	$	439,913
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	41,372	$	34,000
Accrued liabilities		41,754		67,615
Contingent consideration payable		12,321		5,155
Contract liabilities		7,434		5,563
Notes payable		14,996		13,720
Finance lease obligations		248		375
Lease liability		5,844		5,550
Total current liabilities		123,969		131,978
Contingent consideration payable		2,999		4,891
Notes payable		98,178		116,631
Finance lease obligations, less current portion		236		191
Lease liability, less current portion		15,649		18,411
Other noncurrent liabilities		128		533
Total liabilities		241,159		272,635

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000 shares authorized, no shares issued and outstanding		—		—
Common stock, $0.01 par value, 40,000 shares authorized; 12,160 and 11,497 shares issued and outstanding at January 1, 2021 and December 27, 2019, respectively		122		115
Additional paid-in capital		149,014		132,547
Accumulated other comprehensive loss		(488)		(396)
Retained earnings		20,516		35,012
Total stockholders’ equity		169,164		167,278
Total liabilities and stockholders’ equity	$	410,323	$	439,913


	Three Months Ended				Year Ended
	January 1,		December 27,		January 1,		December 27,
	2021		2019		2021		2019

Contract revenue	$	96,897	$	129,416	$	390,980	$	443,099

Direct costs of contract revenue (inclusive of directly related depreciation and amortization):
Salaries and wages		16,252		17,806		65,149		64,485
Subcontractor services and other direct costs		46,143		68,393		196,438		243,641
Total direct costs of contract revenue		62,395		86,199		261,587		308,126

General and administrative expenses:
Salaries and wages, payroll taxes and employee benefits		17,956		20,136		71,229		66,303
Facilities and facility related		2,484		2,499		10,481		8,568
Stock-based compensation		3,310		3,964		16,113		12,112
Depreciation and amortization		4,419		3,719		18,743		15,027
Other		12,051		7,370		29,054		23,600
Total general and administrative expenses		40,220		37,688		145,620		125,610
Income (Loss) from operations		(5,718)		5,529		(16,227)		9,363

Other income (expense):
Interest expense, net		(1,085)		(1,301)		(5,068)		(4,900)
Other, net		914		162		1,626		193
Total other expense, net		(171)		(1,139)		(3,442)		(4,707)
Income (Loss) before income taxes		(5,889)		4,390		(19,669)		4,656

Income tax (benefit) expense		(1,892)		1,188		(5,173)		(185)
Net income (loss)		(3,997)		3,202		(14,496)		4,841

Other comprehensive income (loss):
Net unrealized gain (loss) on derivative contracts		114		84		(92)		(396)
Comprehensive income (loss)	$	(3,883)	$	3,286	$	(14,588)	$	4,445

Earnings (Loss) per share:
Basic	$	(0.33)	$	0.28	$	(1.23)	$	0.43
Diluted	$	(0.33)	$	0.27	$	(1.23)	$	0.41

Weighted-average shares outstanding:
Basic		12,011		11,357		11,793		11,162
Diluted		12,011		11,913		11,793		11,766


	Year Ended
	January 1,		December 27,
	2021		2019
Cash flows from operating activities:
Net income (loss)	$	(14,496)	$	4,841
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		18,743		15,472
Deferred income taxes, net		(5,209)		(209)
(Gain) loss on sale/disposal of equipment		(15)		(8)
Provision for doubtful accounts		1,330		1,051
Stock-based compensation		16,113		12,112
Accretion and fair value adjustments of contingent consideration		7,707		(302)
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts receivable		(4,229)		11,627
Contract assets		35,498		(34,598)
Other receivables		(1,192)		(2,714)
Prepaid expenses and other current assets		577		(343)
Other assets		9,955		(6,520)
Accounts payable		7,372		(6,294)
Accrued liabilities		(27,210)		16,761
Contract liabilities		1,871		315
Right-of-use assets		210		430
Net cash provided by operating activities		47,025		11,621
Cash flows from investing activities:
Purchase of equipment and leasehold improvements		(5,076)		(6,637)
Proceeds from sale of equipment		17		45
Cash paid for acquisitions, net of cash acquired		—		(71,756)
Net cash used in investing activities		(5,059)		(78,348)
Cash flows from financing activities:
Payments on contingent consideration		(1,433)		(1,381)
Payments on notes payable		(205)		(1,842)
Payments on debt issuance costs		(327)		(709)
Proceeds from notes payable		1,140		—
Borrowings under term loan facility and line of credit		24,000		138,000
Repayments under term loan facility and line of credit		(42,000)		(78,000)
Principal payments on finance leases		(549)		(639)
Proceeds from stock option exercise		1,082		931
Proceeds from sales of common stock under employee stock purchase plan		2,224		1,740
Shares used to pay taxes on stock grants		(2,946)		(2,880)


	Three Months Ended				Year Ended
	January 1,		December 27,		January 1,		December 27,
	2021		2019		2021		2019
Net income (loss)	$	(3,997)	$	3,202	$	(14,496)	$	4,841
Adjustment for stock-based compensation		3,310		3,964		16,113		12,112
Tax effect of stock-based compensation		(691)		587		(3,366)		(1,369)
Adjustment for intangible amortization		3,136		2,691		13,657		11,621
Tax effect of intangible amortization		(655)		830		(2,853)		(1,313)
Adjustment for Interest Accretion		5,648		—		7,707		—
Tax effect on Interest Accretion		(1,180)		—		(1,610)		—
Adjustment for transaction costs		13		101		179		886
Tax effect of transaction costs		(3)		88		(37)		(100)
Adjusted Net Income	$	5,581	$	11,463	$	15,294	$	26,678

Diluted weighted-average shares outstanding		12,011		11,913		11,793		11,766

Diluted earnings (loss) per share	$	(0.33)	$	0.27	$	(1.23)	$	0.41
Impact of adjustment:
Stock-based compensation per share		0.28		0.33		1.37		1.03
Tax effect of stock-based compensation per share		(0.07)		0.05		(0.29)		(0.12)
Intangible amortization per share		0.26		0.23		1.16		0.99
Tax effect of intangible amortization per share		(0.05)		0.07		(0.24)		(0.11)
Adjustment for Interest Accretion		0.47		—		0.65		—
Tax effect on Interest Accretion		(0.10)		—		(0.14)		—
Transaction costs per share		0.00		0.01		0.02		0.08
Tax effect of transaction costs per share		(0.00)		0.01		—		(0.01)
Adjusted Diluted EPS	$	0.46	$	0.97	$	1.30	$	2.27